Relationship Between the Parties
Each Party’s relationship with the other is that of an independent contractor. Nothing contained herein creates a partnership, joint venture or similar business relationship between Service Provider and Referrer. No employee will be considered an employee of the other for any purpose.
Use of Name
Service Provider and its employees, agents and representatives will not, without Referrer’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of Referrer or any of Referrer’s affiliates, or any officer or employee of Referrer, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Referrer or its affiliates; or represent, directly or indirectly, that any product or service provided by Service Provider has been approved or endorsed by Service Provider, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Service Provider’s prospective customers.
Referrer/Service Provider shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of Referrer/Service Provider.
This Agreement, its subject matter and the Parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the United States, without giving effect to principles regarding conflicts of law.
Modification, Amendment and Waiver; Benefit
There are no understandings, agreements or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part without having it in writing, reviewed and executed by both Parties. This Agreement will inure to the benefit of Referrer, Service Provider, and the successors and the permitted assignee of each.
Referrer may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Service Provider to any (i) subsidiary or affiliate of Referrer, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Service Provider shall not assign this Agreement, and/or any rights and/or obligations hereunder without Referrer’s prior written consent.
Both Referrer and Service Provider have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.